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��14��135
<br /> �c} In addition to �and withaut Iimitatian af`� any right of set�ff, lien or
<br /> caunterc�aim the Secured Party may otherwise ha�e, the Secured Party may, at its option refuse
<br /> to allow withdrawals by, or for the beneft of the B�rravver andlor�perator andlor Master Tenant
<br /> of any and al� funds, m�n�es, securities and other property held in escr�w ar in reser�es or for the
<br /> account of the Borrower andlor �perator andlor Master Tenant pursuant ta the Laan Do�uments
<br /> or Master Lease D�cuments �co�lecti�ely "Es�rowed Funds"}, and may setoff and r�tain such
<br /> Escrowed Funds, against any�f the �b�igations payab�e to Secured Party under any of the Loan
<br /> Docurnents or Master Leas� Documents �vhich is not paid when due �whether ar not any of the
<br /> funds, monies, S�CLI�'1t1�S, ar �ther property are then distributable.to, �r on b�half�f, the Master
<br /> Tenant andlor B�rrower andlor�perator).
<br /> (d} Notwithstanding any pro�isians to the contrary contained in this
<br /> Agreement, nothing set forth in this Agreement shall be construed as granting to Secured Party a
<br /> s�curity interest, assigning receivables, g�ving dominiar� and contral or designating an attorney--
<br /> in-fact with respect ta Go�ernment Receivables Accounts, �o�ernment Payments or other
<br /> Healthcare Assets to the greatest extent permitted by and not in �iolation of�i} applicabl� �aw,
<br /> now�nacted andlor hereafter amended, and�ii)the Pravider Agreem�nts.
<br /> ,
<br /> 2. ASSI�NMENT �F LEASES AND RENTS
<br /> (a} To further secure �ts obligations, Master Tenant p�edges to S�cured Par�y
<br /> all �f Master Tenant's rights, title and inter�st in,ta and under the Sublease and�ther Sub�eases,
<br /> and any other leases affecting the Healthcare Facility (collectively, the Sul�lease, �ther
<br /> Subleas�s, and such other leases are referred ta her�in as the "Leases," and any one �ndividually
<br /> as a "Lease" and the Hea�thcare Facility and �ther Fac�lities ar� referred ta herein collecti�ely
<br /> as the "Facilitie�"), including Master Tenant's right, p�wer and autharity to modify the terms of
<br /> any such Leas�, or extend or terminate any such Lease. This Agreement cr�ates and perfects a
<br /> lien on the Leases in fa�or of Secured Party, which li�n shall be effective as �f the date of this
<br /> Agreement; pro��ded, ho�vever, that to the extent Master Tenant may have granted an
<br /> assignm�nt ar security interest to Secured Party in any of the �ther Subleases in connection
<br /> w�th any of the �ther FHA-insured Loans pri�r to the executi�n of this Agreement, nothing in
<br /> this Agreement is intended ta nullify, �oid, amend, modify, delay the effectiveness, affect the
<br /> priority, �r otherwise affect any such assignment or grant of se�urity interest.
<br /> (b) Master Tenant absolutely and unconditianally assigns and transfers to
<br /> Secured Par�y a�l of Master Tenant"s r�ghts, title and inter�st in and to the rents, payments, and
<br /> other benefits deri�ed due to Master Tenant pursuant to the Leases ("Rents"}. It is the intentian
<br /> af Master Tenant to establish a present, abs�lut� and irre�ocable transfer and assignment to
<br /> SeCured Party of all of Master Tenant's right, title and interest in and to the Rents. Mast�r
<br /> Tenant and Secured Party intend this assignment of the Rents to be immediately eff�cti�� and to
<br /> constitute an absolute present as�ignment and not an assignment for add�tiona� security anly.
<br /> F or purposes of th i s absn 1 ute as s i gnment, the term ``Rents" shal l nat be deemed to i nc 1 ude
<br /> Government Payments to th� extent and for so long as assignment of such payments or
<br /> recei�ables is prohihited by applicable Iaw. For purposes ❑f giving effect ta this absolute
<br /> assignment of th� Rents, and for no other purpose, the Rents sha11 not be de�med ta be a part of
<br /> the c�llateral otherwise descr�bed in this Agreement. Howe�er, if th�s present, absolute and
<br /> uncot�ditianal assignment of the Rents is not enforceable by �ts terms under the laws of the
<br /> Prs�ious�ersions obsolete Page 4 vf 20 form HLID-9234�-�RGF�Rev. �3113}
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